Sedentary lifestyles increase risk for hyperlipidemia, insulin resistance and obesity. These diseases are present in children and track into adulthood. Since adults are resistant to adopting an active lifestyle, efforts should be concentrated on children so that healthy physical activity habits can be established at an early age. CD-ROM technology can provide the stimulus which motivates children to become active. We propose to complete development of our innovative WAY COOL CD-ROM adventure game, an engaging, entertaining and will deliver awareness, information and skills in problem solving, removal of barriers to physical activity, and incorporation of physical activity into the daily routine. It challenges the user to become both knowledgeable and physically active in order to empower the game character with the intellect and physical ability to perform heroic deeds. It will stimulate interest in and knowledge about physical activity and human physiology. The ultimate purpose is to challenge the user to become physically active to empower the game characters. Research shows that physical activity will reduce risks associated with sedentary lifestyles and this is the outcome objective. Phase 2 aims are: 1) build on Phase 1 to produce a CD-ROM which challenges the user to become physically active, 2) produce a developmentally appropriate CD-ROM based on established learning theory that allows the user to become more active based on their current interests and abilities, 3) ascertain the level of acceptance for entertainment value, 4) test the effects of using the CD-ROM in elementary school children for changes in knowledge, attitude, and behavior regarding physical activity. Furthermore, we expect subjects who use WAY COOL will show greater positive changes in knowledge, attitude, perceived competence and readiness to change regarding physical activity. We expect that subjects who use WAY COOL for 6 weeks will show more voluntary physical activity and less sedentary behavior than subjects who do not use WAY COOL. Furthermore, we expect subjects who use WAY COOL will show greater positive changes in knowledge, attitude, perceived competence and readiness to change regarding physical activity.